These 12 contracts are synthetic, from the repo's corpus, and were reviewed with the offline rules extractor, not a model, at commit 86f7af4. Source on GitHub
ASC 606 review. 1 matter for judgment, 0 failed checks.
The document addresses termination for convenience in more than one place and the clauses disagree, so it does not settle whether the customer is committed.
Customer may additionally terminate this Agreement for convenience at any time after the first twelve (12) months of the initial term, on ninety (90) days' written notice, without further liability save for fees accrued…3 Termination · p.1
Customer may not terminate this Agreement or reduce its committed spend prior to the end of the initial term other than under Section 3.1 (termination for material breach), and no right of termination for convenience is…5 General · p.1
Why this is not answered here: Whether a termination right is substantive turns on how enforceable the compensation clause is in the governing jurisdiction. That is a legal reading of the words, not a fact stated by them.
| Check | Result | Detail |
|---|---|---|
| Both parties identified | passed | Nimbus Analytics, Inc. contracting with Vantage Freight Systems, Inc.. |
| Effective date identified | passed | Effective 2025-04-07. |
| Currency identified | passed | Amounts are stated in USD. |
| Fee schedule foots to the stated total | not applicable | No stated total, or no priced obligations, to compare. Common in master agreements and in documents that set out fees in prose rather than a schedule. |
| Every obligation carries a price | not applicable | No performance obligations were identified in this document. |
| Recognition pattern evidenced for each obligation | not applicable | No performance obligations were identified in this document. |
No performance obligations were identified in this document.
The transaction price is fixed by the document.
| Customer |
Vantage Freight Systems, Inc.
extracted ("Nimbus") and Vantage Freight Systems, Inc. ("Customer").Preamble · p.1 |
| Supplier |
Nimbus Analytics, Inc.
extracted MASTER SUBSCRIPTION AGREEMENT Nimbus Analytics, Inc. and Vantage Freight Systems, Inc. This Master Subscription Agreement is entered into as of April 7, 2025 between Nimbus Analytics, Inc. ("Nimbus") and Vantage Freight…Preamble · p.1 |
| Agreement type |
master_agreement
extracted MASTER SUBSCRIPTION AGREEMENT Nimbus Analytics, Inc. and Vantage Freight Systems, Inc. This Master SubscriptioPreamble · p.1 |
| Amends | not found |
| Effective date |
2025-04-07
extracted This Master Subscription Agreement is entered into as of April 7, 2025 between Nimbus Analytics, Inc.Preamble · p.1 |
| Stated term (months) |
36
extracted Subscription and Term Nimbus will provide Customer with access to the Platform for an initial term of thirty-six (36) months from the Effective Date, renewing thereafter for successive twelve (12) month terms unless eit…1 Subscription and Term · p.1 |
| Auto-renews | not found |
| Termination for convenience |
yes
ambiguous One clause grants a right to terminate for convenience and another states none is granted. Customer may additionally terminate this Agreement for convenience at any time after the first twelve (12) months of the initial term, on ninety (90) days' written notice, without further liability save for fees accrued…3 Termination · p.1 Customer may not terminate this Agreement or reduce its committed spend prior to the end of the initial term other than under Section 3.1 (termination for material breach), and no right of termination for convenience is…5 General · p.1 |
| Termination notice (days) |
90
extracted Customer may additionally terminate this Agreement for convenience at any time after the first twelve (12) months of the initial term, on ninety (90) days' written notice, without further liability save for fees accrued…3 Termination · p.1 |
| Termination compensation | not found |
| Currency |
USD
extracted Fees Customer shall pay an annual subscription fee of USD 264,000, invoiced annually in advance and payable within forty-five (45) days of the invoice date.2 Fees · p.1 |
| Total fixed consideration | not found |
| Payment terms (net days) |
45
extracted Fees Customer shall pay an annual subscription fee of USD 264,000, invoiced annually in advance and payable within forty-five (45) days of the invoice date.2 Fees · p.1 |
| Billing frequency |
annually in advance
extracted Fees Customer shall pay an annual subscription fee of USD 264,000, invoiced annually in advance and payable within forty-five (45) days of the invoice date.2 Fees · p.1 |
| Upfront fee | not found |
| Upfront fee refundable | not found |
| Payment spread (months) | not found |
| Renewal term (months) |
12
extracted Subscription and Term Nimbus will provide Customer with access to the Platform for an initial term of thirty-six (36) months from the Effective Date, renewing thereafter for successive twelve (12) month terms unless eit…1 Subscription and Term · p.1 |
| Renewal price | not found |
| Renewal described as discounted | not found |
| Third-party components | not found |